Provider Service Level Agreement

This Provider Service Level Agreement & Terms of Engagement ("SLA") establishes the professional, clinical, operational, technological and service standards applicable to healthcare providers ("Provider") delivering healthcare services ("Services") through the VigorCare platform ("Platform").

This SLA forms part of the contractual relationship between Vigor Medical Services Limited, trading as VigorCare ("VigorCare", "the Company", "we", "us" or "our") and the Provider and shall be read together with:

• the applicable VigorCare Provider Agreement;
• applicable Platform Terms;
• VigorCare clinical, operational, safeguarding, privacy and security policies and SOPs; and
• any applicable Provider fee or reimbursement schedule.

Where there is a conflict between this SLA and a specific provision of the Provider Agreement, the Provider Agreement shall prevail unless expressly stated otherwise.

By selecting "I Agree/Accept", accessing the Platform as a Provider, or otherwise commencing Services through VigorCare, the Provider acknowledges and agrees to this SLA.

For purposes of this SLA:

"Provider" means the registered healthcare professional approved by VigorCare to provide Services through the Platform.

"Patient" means a person receiving or seeking healthcare Services through VigorCare.

"Sponsor" means a person who pays for, facilitates or otherwise supports healthcare Services for a Patient, subject to applicable consent and confidentiality requirements.

"Platform" means VigorCare's digital application, website, systems and associated technology through which Services are coordinated or delivered.

"Services" means healthcare, consultation, follow-up, monitoring, referral, care coordination or other professional services approved by VigorCare.

The Provider confirms and warrants that:

• They hold valid professional registration/licensing applicable to their profession in Nigeria.
• They are appropriately qualified and competent to provide the Services.
• They are in good professional standing.
• All qualifications, credentials, identification, registration information and professional information supplied to VigorCare are genuine, accurate, complete and not misleading.
• All banking and payment information supplied to VigorCare is accurate and belongs to or is lawfully controlled by the Provider.
• They will maintain all required professional licences, registrations, certifications and authorisations.
• They will immediately notify VigorCare of any suspension, restriction, investigation, disciplinary action, loss of licence or other matter that may affect their ability to provide Services.

False credentials, material misrepresentation or submission of materially inaccurate information may result in immediate suspension or termination. VigorCare may verify Provider credentials periodically.

The Provider acts as an independent professional and independent contractor. Nothing in this SLA creates or shall be interpreted as creating an employer-employee relationship, partnership, joint venture, fiduciary relationship, or agency relationship between the Provider and VigorCare.

The Provider remains independently responsible for their professional judgement, clinical decisions, professional obligations, applicable taxes, professional registration, statutory obligations and liabilities arising from their professional Services.

The Provider shall not represent themselves as an employee, partner or authorised agent of VigorCare.

VigorCare provides the technology platform, service coordination, operational framework and care-delivery infrastructure through which Providers and Patients may connect.

VigorCare does not replace the Provider's independent professional judgement and shall not require a Provider to act outside their professional competence, registration, ethical obligations or applicable law.

The Provider remains responsible for clinical decisions made in the course of providing professional Services.

The Provider shall maintain appropriate professional indemnity/malpractice insurance where required by applicable law, required by their professional regulator, or reasonably required by VigorCare based on the nature of the Services provided.

VigorCare may request reasonable evidence of such coverage. The Provider shall promptly notify VigorCare of any cancellation, expiry, material restriction or change affecting required coverage.

Providers may deliver Services within their approved professional scope, including where applicable:

• Teleconsultations
• Clinical assessment and care planning
• Follow-up consultations
• Preventive and wellness care
• Specialist consultations
• Mental health services
• Nutrition and related services
• Remote patient monitoring and follow-up
• Referrals and coordinated care
• Other Services approved by VigorCare

Providers must not accept or undertake cases outside their professional competence, licence or scope of practice.

Providers are responsible for accurately managing their availability through the Platform.

When a Provider voluntarily changes their status to "Online", "Available" or an equivalent status, the Provider confirms that they are professionally available to provide VigorCare Services, fit and appropriately positioned to conduct consultations, and reasonably able to respond to assigned consultations.

Duty of Care: Once Online, a Provider is expected to honour consultations assigned to or accepted by them during that availability period, provided the consultation is reasonably within their professional competence.

Where circumstances arise after going Online that prevent the Provider from continuing, the Provider shall promptly change their status to unavailable/offline, notify VigorCare through the appropriate channel where reasonably necessary, and ensure that no Patient is left without appropriate communication, continuity of care or escalation.

Repeated failure to honour assigned or accepted consultations after going Online may constitute a service-quality or professional-conduct concern and may result in review, restriction or suspension of Platform access.

Providers shall:

• Honour consultations assigned to or accepted by them while Online.
• Attend consultations promptly.
• Avoid unnecessary cancellations, delays or abandonment.
• Provide reasonable notice where circumstances genuinely prevent attendance.
• Ensure their availability status accurately reflects their ability to provide Services.
• Remain appropriately available during periods in which they have accepted or been assigned consultations.

A Provider must not accept or remain available for consultations where they know they cannot reasonably fulfil the Service.

Every Provider shall deliver care professionally and respectfully, within their professional scope and competence, in accordance with applicable professional standards, using appropriate clinical judgement, with appropriate history-taking and assessment, clear communication regarding findings and recommendations, appropriate follow-up instructions, and with respect for Patient autonomy, dignity and confidentiality.

Providers must not guarantee clinical outcomes or provide misleading representations to Patients or Sponsors.

Providers shall maintain accurate and appropriate clinical records for consultations and care interactions, including where applicable: reason for consultation, relevant history and findings, assessment/clinical impression, care recommendations, prescriptions where legally and professionally appropriate, referrals, follow-up requirements, and escalation instructions.

Clinical documentation must be completed within the timeframe specified by applicable VigorCare clinical documentation procedures. Records must be sufficiently clear to support safe continuity of care.

Providers shall support continuity of care by clearly documenting outstanding clinical actions, identifying appropriate follow-up periods, providing relevant handover information, responding appropriately to assigned follow-up requests, identifying unresolved or deteriorating cases, and escalating cases requiring additional or in-person care.

Where a Patient is enrolled in a VigorCare subscription or care plan, the Provider shall reasonably cooperate with VigorCare's care-navigation process.

Where remote patient monitoring forms part of an approved care plan, the Provider may be required to review relevant Patient monitoring information, participate in scheduled remote reviews, identify clinically significant changes or concerns, provide appropriate clinical recommendations within their scope, recommend escalation where necessary, and document relevant findings and actions.

The frequency and nature of monitoring shall be determined according to the Patient's clinical needs and applicable care plan.

Where a Patient's needs exceed the Provider's scope or require additional services, the Provider shall recommend an appropriate referral, clearly communicate the reason for referral, provide relevant clinical information where appropriate, document the referral, and support appropriate handover and continuity of care.

Providers must not unnecessarily delay appropriate referral or escalation.

Providers shall comply with applicable VigorCare Triage & Escalation SOPs. Where an urgent or emergency condition is identified, the Provider shall recognise and appropriately assess the urgency, provide appropriate immediate guidance within their professional scope, escalate to appropriate emergency or in-person healthcare services where required, communicate relevant information to the appropriate VigorCare team where applicable, and document the event and actions taken.

VigorCare must not be used to delay necessary emergency or in-person medical care.

Providers shall maintain a high standard of communication and conduct by treating Patients and Sponsors with dignity, empathy and respect, communicating clearly and professionally, using understandable language where possible, demonstrating appropriate cultural sensitivity, respecting Patient autonomy and dignity, providing reassurance where appropriate, and avoiding dismissive, rude, intimidating or inappropriate behaviour.

Where a Sponsor is authorised to receive information, communication must remain within applicable consent, confidentiality and data-protection requirements.

Providers shall:

• Maintain appropriate professional boundaries.
• Treat Patients without discrimination.
• Not harass, abuse or exploit Patients.
• Not solicit VigorCare Patients for private or competing services introduced through VigorCare.
• Not request unauthorised payments from Patients or Sponsors.
• Not use VigorCare consultations to promote unrelated commercial interests.
• Not deliberately undermine VigorCare's services, providers or reputation.
• Maintain conduct consistent with the ethical standards of their profession.

Providers have a responsibility to identify and appropriately respond to safeguarding concerns involving minors, elderly or dependent persons, vulnerable adults, suspected abuse, neglect or exploitation, and situations presenting a significant risk to a Patient or another person.

Providers shall follow applicable VigorCare safeguarding procedures and applicable legal and professional requirements. Where a safeguarding concern is identified, the Provider shall escalate it through the appropriate VigorCare channel and, where required, to the appropriate competent authority.

Providers shall:

• Use the Platform and approved communication channels appropriately.
• Maintain suitable equipment and connectivity for telehealth Services.
• Protect passwords, credentials and authentication information.
• Not share their VigorCare account.
• Conduct consultations in an environment that reasonably protects Patient privacy.
• Promptly report technical issues affecting Patient care.
• Follow VigorCare's applicable technology and security requirements.

Providers shall comply with the Nigeria Data Protection Act 2023, applicable regulations, directives and lawful VigorCare privacy and data-protection policies. Providers shall maintain strict confidentiality regarding Patient, Sponsor, clinical, Provider, operational, commercial and Company information.

Providers shall access information only where authorised and necessary, not disclose confidential information to unauthorised persons, not store Patient or Sponsor information on personal cloud storage or private email, not transmit Patient or Sponsor information through WhatsApp or other unapproved systems except where specifically authorised by VigorCare, and protect all information from unauthorised access.

Data/Security Incident Reporting: Any actual or suspected personal-data breach, unauthorised disclosure, loss, theft or security incident must be reported to VigorCare Management through the designated security/support channel immediately and as soon as reasonably practicable after becoming aware of it.

These obligations survive termination of the Provider's engagement.

VigorCare may conduct reasonable quality-assurance and clinical-governance activities, including review of consultation documentation, review of Patient and Sponsor feedback, monitoring of appointment and service performance, review of complaints and incidents, clinical peer review where appropriate, and review of compliance with VigorCare SOPs.

Providers agree to reasonably cooperate with these processes. Where concerns are identified, VigorCare may require corrective action, additional training, supervision or review.

Providers shall complete mandatory VigorCare training relevant to their role, which may include platform use, telehealth practice, triage and escalation, Patient and Sponsor experience, data protection and confidentiality, safeguarding, clinical documentation, and care navigation and continuity of care.

VigorCare may require refresher training where reasonably necessary.

Providers shall cooperate with VigorCare in investigating and resolving Patient or Sponsor complaints. Clinical complaints, Patient-safety incidents or allegations of professional misconduct may be reviewed through VigorCare's clinical governance process and, where appropriate, referred to the relevant professional or regulatory authority.

Providers shall provide reasonable clarification and documentation required for such reviews.

Provider remuneration shall be based on VigorCare's fixed reimbursement rate applicable to each completed consultation, determined according to the type, category and clinical classification of the consultation.

The applicable reimbursement amount shall be calculated automatically by the Platform according to the applicable reimbursement schedule. Payments shall be processed and deposited automatically into the Provider's registered bank account bi-weekly, subject to proper completion of the applicable consultation, appropriate clinical documentation, verification of the Service, absence of fraud or material irregularity, applicable statutory deductions or withholding taxes, and reasonable banking or payment-system processing requirements.

VigorCare may revise its reimbursement schedules upon reasonable prior notice to Providers. Providers shall not request, charge or collect unauthorised additional fees directly from Patients or Sponsors.

Any payment complaint, discrepancy or reimbursement issue shall be directed to VigorCare Management through the designated support or management channel.

All rights, title and interest in and to VigorCare's Platform, software, trademarks and branding, workflows, training materials, documentation, proprietary processes, operational materials and other intellectual property remain the property of VigorCare or its applicable licensors.

The Provider receives only a limited, non-exclusive, non-transferable right to use such materials for the authorised provision of Services through VigorCare.

The Provider shall not, without prior written authorisation, copy or reproduce VigorCare proprietary materials, reverse engineer or attempt to access the underlying source code of the Platform, commercially exploit VigorCare materials, use VigorCare branding outside the authorised engagement, or share proprietary VigorCare materials with third parties.

The Provider shall not represent themselves as an employee, partner or authorised agent of VigorCare, enter into contracts on behalf of VigorCare, create financial obligations for VigorCare, make binding commitments on behalf of VigorCare, or make representations regarding VigorCare's products, services or policies outside their authorised role.

Any authority to bind VigorCare must be expressly provided in writing by an authorised representative of the Company.

The Provider shall disclose any material conflict of interest.

During the Provider's engagement, the Provider shall not knowingly divert Patients or Sponsors introduced to them through VigorCare to competing services, solicit such Patients or Sponsors for private services arising from the VigorCare relationship, use VigorCare Patient or Sponsor information for personal or competing purposes, or encourage VigorCare Providers, staff or contractors to leave VigorCare for competing purposes.

This restriction does not apply to the Provider's genuine pre-existing Patients or professional relationships that existed independently of VigorCare.

To the extent permitted by applicable law, the Provider shall indemnify and hold VigorCare harmless against reasonable losses, liabilities, regulatory penalties, third-party claims and reasonable costs arising directly from the Provider's negligence, professional misconduct, fraud, wilful default, unlawful conduct, material breach of confidentiality or data-protection obligations, provision of Services outside their authorised professional scope, or material breach of this SLA.

This indemnity shall not apply to losses caused by VigorCare's own negligence, unlawful conduct or breach of its obligations.

VigorCare may temporarily restrict or suspend Provider access. Immediate suspension may occur, without prior notice where reasonably necessary, in circumstances involving Patient-safety risk, suspected fraud, serious professional misconduct, serious data or security incidents, loss or suspension of professional licence, false credentials or material misrepresentation, or conduct presenting a material risk to Patients, Sponsors or VigorCare.

For ordinary service-quality, administrative or non-urgent concerns, VigorCare may provide notice and an opportunity to address the concern where reasonably practicable.

Either VigorCare or the Provider may terminate the ordinary Provider relationship by providing fourteen (14) days' written notice, unless a different notice period is specified in the Provider Agreement.

VigorCare may terminate or permanently restrict Provider access immediately where there is serious professional misconduct, material Patient-safety risk, fraudulent or dishonest conduct, serious breach of confidentiality, serious data-protection or security breach, loss or suspension of professional licence, false credentials or material misrepresentation, serious or repeated breach of VigorCare requirements, or conduct that materially compromises VigorCare, its Patients, Sponsors or reputation.

Upon termination:

• Provider Platform access may be disabled.
• The Provider shall not accept new consultations.
• The Provider shall reasonably complete or safely hand over active Patient cases.
• VigorCare shall reconcile legitimate outstanding Provider payments.
• The Provider shall return or securely delete VigorCare confidential information as directed.
• The Provider shall cease using VigorCare branding, intellectual property and proprietary materials.

Clauses relating to confidentiality, data protection, intellectual property, indemnity, payment reconciliation, non-solicitation and any other provisions intended by their nature to survive termination shall continue after termination.

Neither party shall be liable for failure or delay in performing an obligation where such failure or delay results from circumstances reasonably beyond that party's control, including significant telecommunications or Platform outages, natural disasters, civil emergencies, governmental restrictions or other events of similar nature.

The affected party shall take reasonable steps to mitigate the impact and resume performance as soon as reasonably practicable. This provision does not excuse obligations relating to Patient safety, confidentiality or data protection where reasonable compliance remains possible.

Any dispute arising from this SLA should first be raised through good-faith internal discussion and escalation to VigorCare Management. The parties shall use reasonable efforts to resolve the matter amicably.

Where the dispute cannot be resolved through internal escalation, either party may pursue appropriate remedies before a Nigerian court of competent jurisdiction, subject to any alternative dispute-resolution procedure expressly provided in the Provider Agreement.

VigorCare may periodically review and update this SLA to reflect changes in clinical standards, technology, regulatory requirements, Patient and Sponsor expectations, VigorCare services, operational processes, and Provider network requirements.

For non-material operational or procedural changes, VigorCare may provide notice through the Platform or designated communication channel. For material changes affecting remuneration, significant Provider liabilities or important contractual rights, VigorCare shall provide reasonable prior notice and, where appropriate, require renewed digital acceptance before the changes become binding.

The Provider agrees that VigorCare may communicate contractual, operational, payment, policy and service-related notices through the VigorCare Platform, registered Provider email, in-app notifications, and designated Provider communication channels.

Providers are responsible for maintaining accurate contact information and reviewing relevant notifications.

Entire Agreement: This SLA, together with the applicable Provider Agreement, Platform Terms and incorporated policies, constitutes the contractual framework governing the Provider's engagement with VigorCare.

Severability: If any provision is found to be invalid or unenforceable, the remaining provisions shall continue in effect to the extent permitted by law.

Waiver: Failure by VigorCare to enforce a provision on one occasion shall not constitute a waiver of its right to enforce that provision subsequently.

Assignment: The Provider may not transfer or assign their rights or obligations under this SLA without VigorCare's prior written consent. VigorCare may assign or transfer its rights and obligations as part of a restructuring, merger, acquisition or transfer of the relevant business, subject to applicable law.

This SLA shall be governed by and interpreted in accordance with the laws of the Federal Republic of Nigeria.

By selecting "I Agree," "Accept," "I Consent," or an equivalent confirmation on the VigorCare Platform or website, the Provider confirms that they have read and understood this SLA, agree to comply with its terms and requirements, accept their status as an independent professional/contractor, confirm that all professional, identification, qualification, registration and banking information supplied to VigorCare is accurate, complete and genuine, and understand their duty of care to Patients once they accept or are assigned a consultation.

The Provider also agrees to comply with applicable data-protection, confidentiality, safeguarding and professional obligations, and understands that failure to comply may result in review, suspension or termination of their Provider access.

VigorCare retains a record of digital acceptance for contractual, operational, compliance and audit purposes.